Updated: January 20, 2023
Please read the Terms of Service carefully before using the Website and/or Services.
If you do not accept these Terms of Service, please, do not use the Website and do not click the “Sign up” button and create any type of user account on the Website, or otherwise use the Services.
1. GENERAL INFORMATION
1.1. Terms of Service
These Terms of Service (hereinafter the “Terms”) describe the terms and conditions applicable to your access and use of the Edeely website (as defined below) and the website-related mobile device application and/or software made available through or in connection with the Services of Edeely (as defined below).
The Edeely website means www.edeely.com, and its sub-domains (hereinafter the “Website”) and is an online platform intended to be used by Students (and/or their Parents) and Tutors in connection with the Services.
Use of the Services of Edeely (the “Services”) is subject to these Terms of Service (the “Terms”) and any other rules or policies that are published on the Website that apply to specific activities in which you participate.
You agree that by using the Services and providing the respective consent, you are agreeing to enter into a legally binding contract with Edeely and indicate your unconditional acceptance of these Terms, on your own behalf and, if you are a parent or company, on behalf of the Student represented by you who uses the Services.
You are entering into these Terms with Alesium Limited (referred to as “Edeely”, “we” and “us”), an organization registered and organized under the laws of the Republic of Cyprus. These Terms, as well as the Refund and Payment Policy, Privacy Policy, and Cookies Policy are legally binding agreements governing the relationship between Edeely and any User or visitor of the Website and User of the Services.
As a User or visitor of the Website and User of the Services, the collection, use, and sharing of your personal data is subject to the Privacy Policy, Cookies Policy and the respective updates. For more information about when, where, and why we collect personal data, how we use it, the conditions under which we may disclose it to others, your rights in respect of your personal data, please refer to our Privacy Policy.
1.2. Services of Edeely
You may be accessing and using the Website, Service, and Software of Edeely as (i) a Student, (ii) a Parent, (iii) a Tutor, (iv) a Company, or (v) a visitor simply using the functionality and/or reviewing the content, that is publicly available on the Website.
Throughout these Terms “you” or “your” may refer as applicable to the Student, the Parent, each Tutor, and Company accessing or using any of our Services (each the "User").
Our platform allows students or their legal representatives (“Students”) and their parents or legal guardians (“Parents”) searching for tutors, and tutors (“Tutors”) searching for Students, to connect for and deliver, to pay for or receive payment for online one-to-one or group lessons.. The “Services” include the Website and any Edeely-related mobile device application (the “Software”), Edeely Classroom (the “Classroom,” an online video room), our online communities, and other services and features available through the Website and the Software. Edeely does not provide tutoring services, and Edeely does not match Tutors with Students, Parents, or Companies.
1.4. The Edeely Classroom (the “Classroom”) is a software tool provided by Edeely to conduct video lessons between Students and Tutors.
1.5. Amendments to these Terms
Edeely reserves the right to change these Terms for any reason by posting of the updated Terms to our Website with the indication of the modification date at the top of this page and sending an email on any amendments to the email address you provided during the registration.
By continuing to use the Services following an amendment of these Terms, you agree to the Terms and the amendments.
2. OBLIGATIONS
2.1. Services Eligibility
Edeely Services may only be used by individuals who are 18 years and older and who can form legally binding contracts under applicable law. Individuals under the age of 18 can use our Services only in conjunction with and under the supervision of a Parent. In this case, the Parent is responsible for any and all activities of the Student.
2.2. Verification
As part of the Services, we attempt to verify Tutors' identity documents including passports, driver’s licenses, national identity cards, residential address confirmations, and claimed educational certificates and documents (educational background documents such as diplomas, certificates, etc.).
The Tutor shall upload copies of their ID and educational document(s) in order to start using the Services. As the Tutor passes the verification, the Tutor’s profile becomes available, and the uploaded copies of documents are deleted from our servers. We do not control and are not responsible for any information provided by any Tutor with the aim of such verification. Furthermore, we do not endorse or make any representations or warranties regarding the reliability of the verification or the Tutors themselves.
Edeely cannot confirm that each User is who they claim to be. You agree and understand that you assume all risks when using the Services, including without limitation any and all of the risks associated with any online or offline interactions with other Users.
We do not provide any assurances regarding the trustworthiness of Tutors and the information each Tutor displays on the Tutor’s profile page.
When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you do not know. Neither Edeely nor its affiliates or licensors are responsible for the conduct, whether online or offline, of any User of the Services.
Edeely and its affiliates and licensors will not be liable for any claim, injury or damage arising in connection with your use of the Services.
Edeely may utilize third-party consumer reporting agencies that perform, among other things, criminal background checks, sex offender registry checks, motor vehicle records checks, credit checks, and identification verifications (“Consumer reports”).
Edeely does not endorse or make any representations or warranties regarding the reliability of such consumer reports or the accuracy, timeliness, or completeness of any information in the consumer reports.
Edeely does not independently verify information in the consumer reports.
You hereby consent to Edeely collecting, using, and disclosing the information in the consumer reports.
You understand and agree that Edeely may, in its sole discretion, review and rely on the information in the consumer reports in deciding whether to suspend or terminate a User or to investigate a complaint about a User, but that Edeely shall not be responsible or liable in any way in the event that any information in the consumer reports about any person, including without limitation any User, is not accurate, timely or complete.
Users who are the subject of consumer reports may contact the service provider to dispute the accuracy, timeliness, or completeness of such information.
Edeely reserves the right to suspend and/or terminate a User based on information in the consumer reports or for any other reason in Edeely's sole discretion.
2.3. Privacy
You may use the Website without providing personally identifiable information. To use the Services we may require providing us consensually your personal data. Please refer to our Privacy Policy for additional information on our practices for handling, processing, and securing user’s personal data.
When you choose to register for or participate in Services or other events in relation to the Services, you agree that you will provide accurate, complete, and up-to-date personal data as requested on the screens that collect information from you.
2.4. Payment
We use third-party payment services (like Stripe) to bill you, as Students, through an online account payment in lieu of directly processing your credit/debit card information.
Please read more about privacy security in our Privacy Policy. These payment services are enabling your transfer and receipt of funds as payment for the Services provided on the Website. If you make payments via our Website or through any related service, you agree that your activities are subject to our additional payment terms specified in the Refund and Payment Policy. We also use third-party payment services (like Stripe) for making the payouts for Tutors, and those payment services process such transactions, please check additional payment terms specified in the Refund and Payment Policy.
2.5. Refund
Edeely strives to ensure a clear understanding of financial relations between Students and Tutors with respect to the Services we provide. In case you are not satisfied with the Services or any other reason applicable you may be eligible for a refund in accordance with the terms outlined in the Refund and Payment Policy on the Website.
To the fullest extent permitted by law, any refunds at any time are at our sole discretion only. Companies using Edeely’s Services are not eligible for refunds. Funds may be reallocated between Company employees (Students) in the event that a Company deems an employee no longer eligible for Edeely’s Services, or in the case where a Company Employee (Student) elects to change tutors.
3. RIGHTS AND LIMITS
3.1. Your License to Edeely
In case you are a Student, Edeely hereby grants to you, on the Terms set forth herein, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Services and the Software solely for your non-commercial, personal use and subject to the policies and restrictions that we post on our Website.
In case you are a Tutor, Edeely hereby grants to you, on the Terms set forth herein, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Services and the Software solely for the delivery of your personal services to your clients (i.e. Students) and subject to the policies and restrictions that we post on our Website. You agree not to view, copy, or procure content or information from the Website and Software by automated means (such as scripts, bots, spiders, crawlers, or scrapers), or to use other data mining technology or processes to frame, mask, extract data or other materials from the Website and the Software (except as may be a result of the standard search engine or Internet browser usage), unless formally authorized by Edeely under a separate written agreement.
No materials from the Services may be copied, reproduced, modified, republished, downloaded, uploaded, posted, transmitted, or distributed in any form or by any means without Edeely's prior written permission or as expressly provided in these Terms.
Where you purchase a subscription or a license to access the Services, you may not share that subscription or license with others. Edeely may impose reasonable limits on your scope of access to the Services, including limits on time or the number of information accessed or devices used to access such Services, to prevent unauthorized third-party access to or use of the Services. All rights not expressly granted herein are reserved.
3.2. Your Account
Certain of our Services are reserved for registered users on our Website. To become a registered user you must register on our Website for login credentials to be provided or enabled by Edeely (“Login Credentials”) based on the type of access applicable to your use of the Website (Student or Tutor).
You agree that you are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs under those Login Credentials. You agree to notify us immediately if you believe that any of your Login Credentials have been or may be used without your permission so that appropriate action can be taken.
You may not (i) create more than two accounts (one as a Tutor and one as a Student) to access the Website, (ii) share your Login Credentials with any third party nor (iii) transfer your account to any third party.
Edeely is not responsible for any loss or damage caused by, or expense incurred by you as a result of, your failure to safeguard your Login Credentials. You agree that you shall not rent, resell, or remarket the Website, or provide access to the Services to any third party.
We are not responsible for losses or damage caused by your failure to safeguard your login and password. Edeely may terminate any Login Credentials in its sole discretion.
You will not be entitled to create a new account to access the Website if your prior Login Credentials have been terminated by Edeely.
Upon registering for our Services as a Student, a Student account will automatically be created for you.
You may edit your account by submitting additional information at your sole discretion. Providing additional information can improve your experience with the Services, for instance, help you to find a tutor. However, you are not required to provide additional information, not specifically necessary for the registration. The security of any personal data you choose to share within your account is subject to our Privacy Policy.
Upon registering for our Services as a Tutor, a Tutor profile is automatically created for you. Please be advised that the provision of your photo and video introduction is obligatory under the Terms. You may edit your profile by submitting additional information at your sole discretion. Providing additional information can improve your experience with the Services, for instance, increasing your chances to pass the verification and helping you find students. However, you are not required to provide additional information, not specifically necessary for the registration, such as foreign language skills, education, and work experience, etc. The security of any personal data you choose to share within your account is subject to our Privacy Policy.
3.3. Direct Interactions
Edeely does not take part in direct interactions between Students and Tutors except when we consider it advisable:
a. to ensure compliance with the Terms;
b. to improve our Services; or
c. as stated in our Refund and Payment Policy.
Edeely does not have control over transactions between Users except as stated in our Refund and Payment Policy.
Edeely does not control Tutoring Packages provided by Tutors, any reviews or ratings provided by Users, nor the actions or omissions whatsoever of any User.
Students acknowledge and agree that the Services are provided for the purpose of facilitating learning, not to assist any form of dishonest conduct, including academic misconduct, such as cheating. You agree not to inquire about the hiring of or to hire Tutors to complete assignments, write papers, take quizzes, or otherwise do work on your behalf. Further, you agree not to use the Services for any purpose that violates the academic honesty policy or other conduct policies of your school, university, academic institution, or workplace.
3.4. Representations and Warranties
Tutor-Specific Representations
If you utilize the Services as a Tutor,
(i) you represent and warrant that for each provided Tutoring Session (as defined in Article 10 of the Terms) or a Tutoring Package (as defined in Article 10 of the Terms) you have the right to provide services contained in such Tutoring Session or a Tutoring Package for the purposes of these Terms and that you are capable of fulfilling any offers contained in such Tutoring Session or a Tutoring Package;
(ii) you warrant that you will keep all your Tutoring Packages up to date on the Website by notifying Edeely of any changes that would affect the accuracy of such Tutoring Packages;
(iii) you hereby grant to Edeely and its Users, the right to view and distribute your Tutoring Packages without restriction and you acknowledge that your Tutoring Packages may be widely disseminated and viewed by a large number of people;
(iv) you acknowledge and agree that Edeely may display advertisements on the Services in connection with your Tutoring Packages without any payment obligation to you;
(v) you acknowledge and agree that Edeely may improve the video that you provided for your profile on the Website. The improvements may be made by cutting the video to a specific length and size, adding the Edeely logo to the video, and improving the quality of sound in the video.
(vi) you acknowledge and agree that Edeely may publish the video on official channels in third-party social media services, with the description and link to the Tutor’s profile associated with you;
(vii) you agree to use good faith efforts to provide Students with a professional-quality learning experience;
(viii) you are legally eligible to provide tutoring in the jurisdiction where you provide tutoring;
(ix) you have complied and will comply with all laws and regulations that are applicable to you;
(x) you operate an independent enterprise with respect to which you have obtained all business licenses and permits necessary to legally provide tutoring services in your jurisdiction; and
(xi) you will not provide tutoring services to the Students with whom you have connected through the Website outside of the Edeely Website and Software, receive payments from the Students directly, or encourage or solicit payment from the Student directly or through any channels other than those provided by Edeely.
Student-Specific Representations
If you utilize the Website as a Student or Parent,
(i) you agree to honor the commitments you make to the Tutor via the Website;
(ii) you agree that you will not circumvent or manipulate our fee structure, the billing process, or fees owed to Edeely or the Tutor; fail to deliver payment for items purchased by you from the Tutors; and
(iii) you agree to use good faith efforts to interact with Tutor online for the Tutoring Sessions.
3.5. Tutors’ Introduction Videos and Profile Pictures
The Tutor grants Edeely the rights to use the Tutor’s Introduction video, name, and profile picture for marketing, advertising or promotional purposes. Edeely may publish Tutor’s Introduction videos and profile pictures on our official channels in third-party social media advertising systems, video hosting, and streaming services, such as YouTube, Vimeo, Facebook, or others, so as to ensure accessibility and visibility to Edeely students regardless of location. You may always request to remove any Introduction videos published to our official channels on third-party social media services, video hosting, and streaming services by contacting Customer Support via the form.
3.6. Tutor Ranking
Edeely uses many pieces of information in order to show Tutors that best match a Student’s preferences to a Student. The order in which Tutors are displayed depends on a number of factors including, but not limited to, the following, in no particular order:
- the subject the Student is searching for;
- the country of the Student;
- the language that the Student is viewing the Website in;
- the time zone of the Student;
- the overlap in working hours between the Tutor and Student’s time zones;
- the overall availability of time slots on a Tutor’s calendar;
- the past performance of a Tutor in helping their Students achieve their learning goals;
- the quality and completeness of a Tutor’s profile, including their introduction video;
- how responsive a Tutor is to Students' messages;
- the Student reviews of the Tutor’s lessons;
- the Students' rating of individual lessons;
- prior learning history of the Student on the Website.
3.7. Lesson Recording
You acknowledge and agree that your Tutoring Sessions will be recorded by the Classroom-related software, and such recordings will be made available for Students and/or Parents to review, as well as for Edeely. This recording is intended for the purpose of ensuring the quality of the Edeely Services. Recordings will not be shared externally, used for individual targeting, or used for any sales, marketing, or other promotional purposes.
By using the Edeely services, you give your consent for such recordings that is gratuitous, unsolicited, and without restriction. You agree that Edeely may use these recordings without fiduciary, or other obligation, and without any additional compensation. You may request to remove any existing recordings by contacting the support team via the form.
3.8. Limits
While using the Services, you agree that you will:
a. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, tax laws, etc.;
b. Provide accurate information to us and keep it updated;
c. Use the Services and Website in a manner that is lawful, relevant, and proper to the applicable laws.
Any use of the Website that Edeely, in its sole discretion, found inappropriate and/or offensive may result in suspension and/or termination of a User with or without notice. While using the Services, you agree that you shall not manipulate the price of any goods or services offered within the Services, in any manner.
Furthermore, you shall not disrupt or otherwise interfere in any way with any other User's use of the Services. By accessing our Services or any chat room, online discussion forum, or other Service provided through our Website that allows Users to communicate with other Users (“Public Areas”).
You agree to be abided by the following standards of conduct and you agree that you will not, and will not authorize or facilitate any attempt by another person to use our Website to:
1. Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Edeely;
2. Circumvent or manipulate our fee structure, the billing process, or fees owed to Edeely or the Tutor; fail to deliver payment for items purchased by you, unless the Tutor of such Tutoring Package has materially changed the package's description, a clear typographical error is made, or you cannot reach the Tutor;
3. As a Tutor, fail to deliver Tutoring Packages purchased from you, unless the Student or Parent fails to meet the posted terms, or you cannot reach the Student or Parent;
4. Manipulate the price of any item or interfere with other Users’ listings;
5. Use a name or language that Edeely, in its sole discretion, deems offensive;
6. Post false, inaccurate, misleading, defamatory, or libelous content (including personal data);
7. Post hateful or racially or ethnically objectionable content;
8. Post content that infringes another's copyright, trademark, or trade secret;
9. Advertise or offer to sell any goods or services for any commercial purpose through the Service which are not relevant to the services offered through the Service;
10. Post unsolicited advertising or unlawfully promote products or services;
11. Take any action that may undermine the feedback or ratings system when it becomes available (such as displaying, importing, or exporting feedback information from the Website or using it for purposes unrelated to Edeely);
12. Harass, threaten, or intentionally embarrass or cause distress to another user, person, or entity.
13. Impersonate another person;
14. Promote, solicit, or participate in any multi-level marketing or pyramid schemes;
15. Exploit children under 18 years of age;
16. Engage in disruptive activity such as sending multiple messages in an effort to monopolize your position;
17. Adapt, alter, license, sublicense or translate the Service for your own personal or commercial use;
18. Introduce viruses, worms, Trojan horses, and/or harmful code to the Website;
19. Obtain unauthorized access to any computer system through the Website;
20. Transfer your Edeely account (including Feedback) and login credentials to another party without our consent;
21. Harvest or otherwise collect information about Users, including email addresses, without their consent;
22. Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent’s or legal guardian’s consent in the case of a child under 18 years of age);
23. Solicit personal data from children under 18 years of age;
24. Violate any federal, state, local, or international law or regulation;
25. Encourage conduct that would constitute a criminal or civil offense.
All submissions made to Public Areas will be public, and Edeely will not be responsible for the action of other Users with respect to any information or materials posted in Public Areas.
4. EDEELY CONTENT
Users have a personal, non-transferable, non-exclusive right to access and use the Content of this Website, Software, and Edeely’s official accounts on third-party social media services (including but not limited to Facebook, LinkedIn, Circle, and Medium), subject to these Terms. The “Content” means all information, text, materials, images, data, links, software, or other material accessible through the Services or the Website, Software, and Edeely’s official accounts on third-party social media services, whether created by us or provided by another person for display on the Website, Software and Edeely’s official accounts on third-party social media services or through the Services. The Content may contain typographical errors, other inadvertent errors, or inaccuracies. We reserve the right to make changes to document names and content, descriptions or specifications of products or services, or other information without obligation to issue any notice of such changes.
You may view, copy, download, and print the Content that is available on this Website or through the Services, subject to the following conditions:
a. The Content may be used solely for internal informational purposes. No part of this Website or the Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose;
b. The Content may not be modified;
c. Copyright, trademark, and other proprietary notices may not be removed. Nothing contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Website or any Content displayed on this Website, through the use of framing or otherwise, except:
(a) as expressly permitted by these Terms; or
(b) with our prior written permission or the permission of such a third party that may own the trademark or copyright of material displayed on this Website.
5. CONTENT SUBMITTED BY USERS
We are not responsible or liable for the conduct of Users or for views, opinions, and statements expressed in Content submitted for public display through our Website or our official accounts on third-party social media services. We do not pre-screen information posted online. We are acting as a passive conduit for such distribution and may not be responsible for Content. Any opinions, advice, statements, services, offers, or other information in Content expressed or made available by Users are those of the respective author(s) or distributor(s) and not of Edeely. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such Content. You are responsible for ensuring that Content submitted to this Website is not provided in violation of any copyright, trade secret, or other intellectual property rights of another person or entity. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from your uploading, posting or submission of Content to this Website. We have the right, but not the obligation, to randomly monitor Content submitted to our Website through an online discussion forum or chat room, to determine compliance with these Terms and any other applicable rules that we may establish, as well as for the purpose of Services' improvement. We have the right in our sole discretion to edit or remove any material submitted to or posted through this Website. Without limiting the foregoing, we have the right to remove any material that Edeely, in its sole discretion, finds to be in violation of these Terms or otherwise objectionable, and you are solely responsible for the Content that you post to this Website. If you believe that your intellectual property rights have been infringed, please submit your complaint to info@edeely.com. You may report all types of intellectual property claims including, but not limited to, copyright, trademark, and patent claims. We respond quickly to the concerns of rights owners about any alleged infringement, and we terminate repeat infringers in appropriate circumstances.
6. LINKS TO THIRD-PARTY WEBSITES
The Website may contain links to non-Edeely websites. These links are provided to you as a convenience and/or ancillary for the use of the Services, and Edeely is not responsible for the content of any linked website. Any non-Edeely website accessed from the Services is independent of Edeely, and Edeely has no control over the content of that website. In addition, a link to any non-Edeely website does not imply that Edeely endorses or accepts any responsibility for the content or use of the such website. Use of any third-party website is subject to its terms of service and privacy policy. We request that our Users exercise caution and good judgment when using third-party websites.
7. ADVERTISEMENT
We will not include your content in advertisements for the products and services of third parties to others without your separate consent. Edeely may run advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of advertisers other than Edeely found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. Edeely is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Edeely advertisers on the Website.
8. NO IMPLIED ENDORSEMENTS
In no event shall any reference to any third-party or third-party product or service be construed as an approval or endorsement by Edeely of that third party, or of any product or service provided by a third party. Likewise, a link (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) to any third party website does not imply that we endorse or accept any responsibility for the content or use of such a website. Edeely does not endorse, warrant, or guarantee any product or service offered by any third party through an online discussion forum or chat room accessible through this Website and will not be a party to or in any way monitor any transaction involving any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you are responsible for exercising appropriate judgment and caution.
9. SCOPE OF SERVICE
Edeely maintains this Website as a service to the user community that visits the Website subject to these Terms. You are responsible for obtaining and paying for any equipment and Internet service necessary for accessing our Services. We may alter, suspend, or discontinue this Website or the Services in whole or in part, at any time and for any reason, without notice. The Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. We may provide access to third-party services and products from time to time or to our own products or Services. You acknowledge that the Website and any mobile applications are evolving and that the form and nature of the Website or mobile applications, including the Services, may change from time to time without notice to you.
10. RELATIONS BETWEEN EDEELY AND USERS
The Services are not an employment service and Edeely does not serve as an employer of any User unless separately subject to a signed, written employment contract signed by both the User and Edeely. Users may use Edeely Services only for the purpose of providing tutoring to or receiving tutoring from other Users using the Services and subject to these Terms. As such, Edeely will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, workers’ compensation insurance, social security, or payroll withholding tax in connection with your use of the Services or Users’ services. You understand and agree that if Edeely is found to be liable for any tax or withholding tax in connection with your use of Users’ services, then you will immediately reimburse and pay to Edeely an equivalent amount, including any interest or penalties thereon. In all cases of use of this Website, Users are acting as independent contractors and not as Edeely’s or any other party’s employee, agent, franchisee, or servant. Accordingly, you will be solely responsible for all costs incurred by you or your organization. You shall not hold yourself out as having authority to make contracts or promises on behalf of Edeely. No User is entitled to participate in any Edeely vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Edeely to its employees. The Services provide connection to Tutors who are willing to be engaged by Students and Parents or Companies as independent contractors. As independent contractors, each Tutor decides when and how often the Tutor will be available to provide tutoring to Students (except that inactivity for 180 consecutive days may result in the deletion of a Tutor’s account). Each Tutor controls the methods, materials, content, and all aspects of the Tutor’s lessons. Any sample tutoring packages or instructional materials that may be made available to Tutors are for a Tutor to review or not review and to use or not use in the Tutor’s sole discretion. The Services allow Tutors to create subject-specific tutoring packages for a certain number of hours that may occur over a number of tutoring sessions (each session individually a “Tutoring Session”, collectively the “Tutoring Package”). Students are responsible for selecting Tutors suitable for their needs. Students should review and investigate each Tutor's self-reported credentials, education, and experience, as well as reviews from other Parents and/or Students. In case a Student is under 18 years of age, all Tutoring Sessions should be supervised by a responsible adult. Each Tutor has the sole discretion to accept or decline or continue or discontinue a tutoring relationship with any Student. As independent contractors, a Tutor may, at the Tutor’s own expense, employ or engage the services of employees, subcontractors, partners, or agents, as the Tutor deems advisable to perform the Services (collectively, the “Assistants”). The Assistants are not and shall not be employees of Edeely, and the Tutor shall be wholly responsible for the performance and conduct of the Assistants and for compliance with all laws applicable to any Assistants. Tutors may and in fact are expected to perform services for others or do other types of work (either as an independent contractor or employee or other) while these Terms are in effect, including with Edeely’s competitors if desired, provided that such other activities do not require Tutor to violate the Terms.
11. ASSIGNMENT
You may not assign or transfer these Terms in whole or in part to any third party. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees, and permitted assigns.
12. FEEDBACK
You acknowledge and agree that we may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Services (the "Feedback"), and to receive public feedback from Users with whom you have transacted.
Feedback regarding Edeely. By submitting any Feedback you provide us a written consent to use your Feedback for the improvement and promotion of the Services; you agree that submitting Feedback is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by accepting your Feedback submission, Edeely does not waive any rights to use similar or related ideas previously known to Edeely, or developed by its employees, or obtained from sources other than you. You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancement and modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner for any purpose, or without it in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
Feedback Regarding Users. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that Edeely may calculate a composite feedback number based on these individual ratings. Tutors agree to be rated by Students along several criteria, as determined by Edeely. Edeely provides its automatic feedback and rating system as a means through which Users can express their opinions publicly, and Edeely does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to Edeely's attention. You may be held legally responsible for damages suffered by other Edeely Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. Edeely is not legally responsible for any feedback or comments posted or made available on this Website by any Users or third parties, even if that information is defamatory or otherwise legally actionable. You agree to report violations or abuses of our rating and feedback system immediately by contacting Customer Support.
13. NOTIFICATIONS
Unless you otherwise indicate in writing, Edeely will communicate with you by email, messengers, social media, or by posting communications on this Website. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when we send it by email, or when we contact you through a messenger using the contact details you have provided to Edeely on this Website, or when we post such communication on this Website or our official accounts on third-party social media services. You should keep your email address and other contact details updated on this Website, and you should regularly check this Website for postings. If you fail to respond to an email message from Edeely regarding a violation, dispute, or complaint within 2 (two) business days, we will have the right to terminate or suspend your use of the Services. All notices to Edeely intended to have a legal effect concerning these Terms must be in writing and delivered either in person or by means evidenced by a delivery receipt, to the following address:
1 Anastasiou Soukri Str
Themis Court, 4th floor, Office 402
3105, Limassol
Cyprus.
In order to stop receiving specific communications from Edeely, or to change the types and frequency of such communications, please, submit a notification to us by contacting Customer Support via the form.
14. TERMINATION
Other than Tutors, we may terminate any User’s access to our Website in our sole discretion, for any reason and at any time, with or without prior notice. It is our policy to terminate Users who violate these Terms, as deemed appropriate in our sole discretion. We may terminate a Tutor’s use of the Services
(a) immediately for failure to comply with the Terms;
(b) for other cause, including, but not limited to, sexual or other harassment, threats or intimidation, fraud, falsification of documents or qualifications; or
(c) upon 30 days’ advance written notice for any reason. We may also delete, or ban access to or use of all related information and files.
Edeely will not be liable to Users or any third party for any modification, suspension, or termination of the Service, or loss of related information. You may delete your account/profile at any time. In case you are not using your Edeely account or profile for more than 180 (one hundred eighty) days following the last payment, and held no lessons (no scheduled and no confirmed), and/or received no payment, it will be considered expired and will be deactivated, and your remaining balance will expire. In such a case, any remaining balance will be irreversibly lost and non-refundable.
15. INTELLECTUAL PROPERTY RIGHTS
All intellectual property in the design and layout of this Website, Software, and the materials and information published thereon, as well as on Edeely’s official accounts on third-party social media services, belong to and is vested in Edeely or its licensors. You may not copy any part of this Website, or related Software, or otherwise do anything in relation to any part of the Website and Software.
You may not otherwise use or reproduce any part of this Website, Software, or the material contained within it in any manner other than those listed above without first obtaining the prior written permission of Edeely. Unless otherwise noted, all Content contained on this Website, in the Software, is the property of Edeely and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by European Union copyright law, trademark law, international conventions, and other intellectual property laws. The service marks and trademarks of Edeely, including without limitation Edeely and the Edeely logos are service marks owned by Edeely. Any other trademarks, service marks, logos, and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos, or trade names without the express prior written consent of the owner.
You may not modify Content published on Edeely’s official accounts on third-party social media. You may not copy or otherwise reproduce any part of the Content published on Edeely’s official accounts on third-party social media without attribution.
Edeely grants you permission (which may be revoked at any time for any reason or no reason) to use the Website and the Software for the Services as provided herein and in accordance with these Terms and solely for your own personal, non-commercial use (except as provided herein), provided you do not remove any trademark, copyright or other notice contained on such pages. No other use is permitted. Edeely reserves all of its statutory and common law rights against any person or entity who violates this article.
You may not link or frame to any pages of the Website or any content contained therein, whether in whole or in part, without prior written consent from Edeely. You may like or follow Edeely or share links to the Website via social networking technology referenced on the Website. Any rights not expressly granted herein are reserved.
Except as expressly authorized by Edeely or by Content providers, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not remove or modify any copyright or trademark notice, or other notice of ownership
16. COPYRIGHT INFRINGEMENT. DMCA NOTICE
Since we respect content owner rights, it is Edeely’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that any materials on our Services infringe your copyright, you may request that they be removed. Please notify Edeely's copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, your request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Website;
4. Information reasonably sufficient to permit Edeely to contact you, such as your address, telephone number, and email address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice Alesium Limited
Address: 1 Anastasiou Soukri Str
Themis Court, 4th floor, Office 402
3105, Limassol
Cyprus.
Email: info@edeely.com
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorney's fees. Please note that this procedure is exclusively for notifying Edeely and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Edeely’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable laws, Edeely may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
17. CONFIDENTIALITY
You may obtain direct access via the use of the Services to certain confidential information of Edeely, its affiliates, or Users, including but not limited to personally identifiable information, technical, contractual, product, program, pricing, marketing, and other valuable information that should reasonably be understood as confidential (hereafter, the “Confidential Information”).
You agree to hold Confidential Information in strict confidence and not use the Confidential Information except for the purposes set forth in these Terms and not disclose such confidential information to any third party.
All right, title, and interest in the Confidential Information remain with Edeely, its affiliates, and its Users. No obligation is imposed upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from Edeely, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, or as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Edeely adequate to afford Edeely the opportunity to object to the disclosure.
18. DISCLAIMER OF WARRANTY
Use of the Services is entirely at your own risk. Edeely disclaims all liability in connection with any interactions, correspondence, transactions, and other dealings that you have with any third parties, including without limitation Students, Parents or Tutors found on or through the Website (including on or via linked websites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, services, delivery of goods, warranties (including product warranties), privacy and data security, and the like).
Under no circumstances will we be liable for any loss or damage caused by your reliance on the information in any content on this Website. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, or other content available through this Website.
You acknowledge that the Website and all the Services, text, images, and other information on or accessible from this Website are provided "as is" and are based in part on listings provided by Tutors, which are not verified by Edeely, and that any Tutoring Packages, listings or other content acquired through the use of the Website are at your sole risk and discretion.
Edeely and its affiliates and licensors are not liable or responsible for any results generated through the use of the Website. We provide no warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Specifically, but without limitation, Edeely does not warrant that: (i) the information available on this Website is free of errors; (ii) the functions or services (including but not limited to mechanisms for the downloading and uploading of content) provided by this Website will be uninterrupted, secure, or free of errors; (iii) defects will be corrected, or (iv) this Website or the server(s) that makes it available are free of viruses or other harmful components. Neither Edeely nor its affiliates or licensors is responsible for the conduct, whether online or offline, between users. In addition, notwithstanding any feature a Student or Parent may use to expedite Tutor selection, each Student or Parent is responsible for selecting their Tutor and negotiating a contract and Edeely does not warrant any goods or services purchased by a Student or Parent and does not recommend any particular Tutor. Edeely does not provide any warranties or guarantees regarding any Tutor’s professional accreditation, registration or license. Edeely expressly disclaims any liability or claims that may arise between Users of its Services. You are solely responsible for your interactions with all other Users and any disputes that arise from those interactions with other Users. Edeely is not obliged but may attempt to assist in resolving disputes between Users.
19. LIMITATION OF LIABILITY
(a) Disclaimer. In no event will Edeely be liable to any User of this Website or any other person or entity for any direct, indirect, special, incidental, consequential, or exemplary damages (including, but not limited to, damages for loss of profits, loss of data, loss of use, or costs of obtaining substitute goods or services) arising out of the use, inability to use, unauthorized access to or use or misuse of the Website or any information contained thereon, whether based upon warranty, contract, tort (including negligence), or otherwise, even if has been advised of the possibility of such damages or losses.
(b) Limitation. You agree that Edeely’s total cumulative liability in connection with these Terms, the Website, the Software, the Services, the Content, or any listing or services whether in contract, tort, or otherwise, shall not exceed the amounts, if any, you paid in commissions to Edeely for the Services in the then-prior three months.
(c) Waiver of Class Action. Any claims brought by you or Edeely must be brought in that party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
20. EXCLUSIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
21. EXPORT LIMITATIONS AND CONTROL
The laws of the United States of America prohibit the transmission, export, and re-export of certain products, services, downloadable software, and data (technical data) to particular persons, territories, and foreign states. Nothing from the Services may be exported, in any way, in violation of United States law.
United States export control regulations prohibit U.S. businesses from offering services to users in specific sanctioned regions. In order to comply with these regulations, it is not allowed for users in the following areas to access all or certain parts of our Website: Iran, Sudan, Crimea, Cuba, Syria, North Korea, Russian Federation, Belarus. Depending on your exact location, you may encounter an IP or payment purchase block when attempting to enroll in or otherwise access our Website.
22. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) Use of the Services; (3) breach of these Terms of Service; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other User of the Website or the Services with whom you connected via the Website, Software, or Edeely’s official accounts on third-party social media services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
23. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating the arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
Any dispute arising from the relationships between the Parties shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Limassol, Cyprus. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of the Republic of Cyprus.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such a Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
24. GOVERNING LAW
These conditions are governed by and interpreted following the laws of the Republic of Cyprus, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law in your country of residence. Alesium Limited and yourself both agree to submit to the non-exclusive jurisdiction of the courts of Cyprus, which means that you may make a claim to defend your consumer protection rights in regard to these Conditions of Use in Cyprus, or in the EU country in which you reside.
25. CONTACTS
For additional information and in case you have any questions about these Terms, please contact info@edeely.com.